Paramount Skydance (NASDAQ: WBD) files Amendment No.26 to $30 tender offer

Rhea-AI Filing Summary

Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation, filed Amendment No. 26 to its Schedule TO regarding its tender offer to purchase all outstanding shares of Warner Bros. Discovery, Inc. at $30.00 per share, net to the seller in cash, pursuant to the Offer to Purchase dated December 8, 2025.

The amendment supplements Item 12 by adding an exhibit and confirms that, except as amended here, the original Schedule TO remains unchanged and is incorporated by reference. The filing is dated February 26, 2026.

Insights

M&A Strategist

Tender offer filed to acquire all outstanding Warner Bros. Discovery shares at a fixed cash price.

The filing amends the Schedule TO to add an exhibit and reaffirms the purchaser is Prince Sub Inc., a subsidiary of Paramount Skydance Corporation. It cites the Offer to Purchase dated December 8, 2025 and restates the $30.00 per share cash offer.

Timing and completion conditions referenced in the Offer to Purchase remain governing; this amendment does not state consummation or acceptance results. Subsequent filings or disclosures will be required to show the tender offer's outcome and any closing conditions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 26)

Warner Bros. Discovery, Inc.

(Name of Subject Company (Issuer))

Prince Sub Inc.

(Offeror)

a direct wholly owned subsidiary of

Paramount Skydance Corporation

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Series A Common Stock, par value $0.01 per share

(Title of Class of Securities)

934423104

(CUSIP Number of Class of Securities)

Makan Delrahim

Chief Legal Officer

Paramount Skydance Corporation

1515 Broadway

New York, New York 10036

(212) 258-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Copies to:

Faiza J. Saeed Andrew J. Pitts C. Daniel Haaren Daniel J. Cerqueira Claudia J. Ricciardi Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, New York 10001 (212) 474-1000 Ian Nussbaum Max Schleusener Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 26 to Schedule TO (together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this “Amendment”) is filed by (i) Prince Sub Inc., a Delaware corporation (the “Purchaser”) and a direct wholly owned subsidiary of Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and (ii) Paramount, and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2025 (together with any amendments and supplements thereto, the “Schedule TO”)  by the Purchaser and Paramount. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Series A Common Stock, par value $0.01 per share (the “Shares”), of Warner Bros. Discovery, Inc., a Delaware corporation (“Warner Bros.”), at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 8, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO filed with the SEC on December 8, 2025, and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO filed with the SEC on December 8, 2025.

Except as otherwise set forth in this Amendment, the information in Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit.

(a)(5)(AN) Press release issued by Paramount Skydance Corporation, dated February 26, 2026

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2026

	PARAMOUNT SKYDANCE CORPORATION
	By:	/s/ Stephanie Kyoko McKinnon
		Name:	Stephanie Kyoko McKinnon
		Title:	General Counsel

	Prince sub inc.
	By:	/s/ Stephanie Kyoko McKinnon
		Name:	Stephanie Kyoko McKinnon
		Title:	General Counsel

EXHIBIT INDEX

Index No.
(a)(5)(AN)		Press release issued by Paramount Skydance Corporation, dated February 26, 2026

FAQ

What does Paramount Skydance's tender offer mean for WBD shareholders?

The offer is a cash proposal to buy all outstanding Warner Bros. Discovery shares at $30.00 per share. The transaction is structured as a tender offer under the Offer to Purchase dated December 8, 2025 and governed by its stated terms.

Who is the buyer in the WBD tender offer?

The buyer is Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation. The Schedule TO and this Amendment No. 26 identify Paramount as the parent of the offeror.

Does Amendment No. 26 state whether the offer closed?

No. Amendment No. 26 amends Item 12 by adding an exhibit and incorporates prior Schedule TO information; it does not state the tender offer's closing or acceptance results.

What is included in the amendment filed February 26, 2026?

The amendment adds an exhibit (a press release dated February 26, 2026) to Item 12 of the Schedule TO and confirms other Schedule TO information remains unchanged and incorporated by reference.

At what price did Paramount Skydance offer to acquire WBD shares?

The Offer to Purchase sets the purchase price at $30.00 per share, net to the seller in cash, subject to the Offer's terms and any required withholding taxes.